Future Secrets
by Kismet's Kiss
Summary: She found, the biggest fear that occupied her at the moment was, what if, all this was nothing but a fleeting dream? What if, all of this, was never meant to happen at all? BxG Read&Review Please! Yes, they are still cousins... :P
1. future and past changes

**:Sigh: I just had to…there just aren't enough and I just can't help but love the couple.**

**Set during and after Ben 10,000, just with my own twist.**

**Warning: BenxGwen, and they ARE cousins in this, I don't feel the need to change that, it makes the pairing that much cuter. Oh! And It's 1 am so excuse any crappiness, or maybe it might turn out to be a masterpiece hehe.**

**Disclaimer: Don't own, not even the watch, which actually I wouldn't want to, those monsters are hideous! Only the Flame dude rules hehe… I rather have Gwendolyn's powers.

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Vilgax and Dr. Animo had been taken care of and the crew consisting of Gwen, Ben, and Grandpa, accompanied with the kids' older selves were getting ready to depart after their wishes of "Happy Birthday" to the amazing old timer's 80th birthday.

As the younger and older Ben spoke with their beloved Grandpa the 'Gwens' stop short of the time portal to speak briefly.

"You didn't bring us back to stop Dr. Animo or Vilgax did you?"

"It was Grandpa's birthday, I couldn't have him spend it without Ben." she shrugged and smiled knowingly. She proceeded to bend over to reach Gwen's line of sight.

"Gwen, I know your Ben may be a dweeb now but…" she stopped to look over at the miniature sized Ben as did the younger Gwen. " treasure it while you still can." her voice was sad and laced with regret, Gwen could only nod solemnly, as if there was an unspoken knowledge, agreement. They did after all share the same brain, body, and soul right?

"Come on the portal is closing!"

"Right!" the younger Tennysons chimed and with a quick wave of goodbye they left to go back to their own era.

"Talk about blast from the past eh?" came the orange haired girl's voice. Grandpa Max chuckled and looked at the display nodding in acceptance and mirth. Ben scratched his chin hair.

"I really need to shave…"

"I agree." chuckled Gwendolyn as she walked over to the group. He elbowed her lightly and she mocked hurt playfully jabbing him in return.

"Hey!" his gruff voice fired back and Grandpa Max broke into a laugh. " You two aren't at it again at this age are ya?" Ben looked at Gwendolyn and she blushed while tossing her hair aside.

"Pfft, of course not" she huffed and started to walk away to the outside terrace of their headquarters. Ben merely watched her retreating form until Grandpa Max spoke up. "Oh! I should invite some people over, maybe we can have a little party eh?" Ben nodded and Max proceeded to walk away to find the new tech used for communication in their era.

Ben walked up behind Gwendolyn and rested is hand on her shoulder, leaning against a railing she didn't make a move to acknowledge his presence. " Thanks."

She nodded then and turned to smile at him. " No problem Cuz." he winked at her and then let his hand fall from her shoulders. She sighed and looked at her own hands, she was well into her adulthood, and she's not even engaged, hero business really did take a lot out of your personal life…

* * *

"Grandpa!" the two kids ran to the aforementioned man and gave him a hug, Ben receiving a gift from his future self was able to have a cake for the birthday man and presented it shyly. 

"Why thank you Ben, you too Gwen." He pulled them into a hug and continued to take the cake into his possession to place it on a nearby party table, Gwen looked over at Ben as he was smiling in their Grandpa's direction.

"Hey…Ben?"

"Hmm…yeah?"

She fidgeted, looking down at the ground and kicking some of the rubble before her, Ben released his hands from his pocket and bent down slightly to try and look into Gwen's downcast eyes. " Hey, what's wrong dweeb?"

Startled she looked up, her bangs whipping against her face as she stared at Ben incredulously before growing furious at his comment, she didn't take note that he was genuinely concerned, just that he called her a dweeb, kids will be kids.

"Bennnn…" she let our infuriated and he placed his hands up in defense. "Sorry, sorry!" She gave out a sort of growl before turning around angrily and crossing her arms. Ben turned to look at Grandpa and caught sight of him walking into the RV, probably to get more decorations for the mini party.

He walked up to Gwen and softly placed his hand on her shoulder. "Gwen?" she didn't acknowledge his presence but she didn't shake him off either, giving him some hope.

"Hey come on Gwen, I always call you dweeb, what's wrong?" he felt her sigh and then shift to look at him.

"Do you think you are still going to turn out like your future self?"

"What?" he drew back and then actually pondered for a moment. " I don't think so, I mean first I managed to change my future self to lighten him up, and since I saw how I was going to turn out, I'm pretty sure I'll do whatever I can to make sure that doesn't happen. Why?"

Gwen turn to look at him solemnly and then at the ground. _"Gwen, I know your Ben may be a dweeb now but…" _She looked back up at Ben and smiled sadly._ " treasure it while you still can." _

"Don't worry about it doofus." Gwen then did something unexpected. She leaned up and kissed Ben on the cheek, a small blush evident on her face and one creeping it's way on his, masked only by mock disgust. "Thanks." She mumbled as she looked at him and smiled.

"Eww…Gwen what was that for?" She then looked back at the RV. " For all the times you've saved me….and for all the times you're going to save me." He looked up shocked, his right hand still gently placed upon his right cheek where the kiss was planted.

"Come on let's see if Grandpa needs any help." with that she took off in a rush, leaving Ben to stare blankly at where she last stood before him.

* * *

Gwendolyn looked down at her ring less hand and then blinked, something hit her hard, causing her to tightly shut her eyes and keel over in pain. When she opened her eyes her sight was blurry and she tried to stable her self on the familiar railing before her, only it seemed to be a different color…a brighter color. 

"What…was that?" Holding a hand to her head she then brought the hand back down rapidly, in utter shock. There on her left hand, on her ring finger, was indeed a ring, what seemed to be an engagement ring.

At first she was confused, and then everything rushed back to her all at once.

"_Ben…"_ she breathed out, and a husky, yet light hearted voice chuckled while the owner wrapped their arm around her waist, nuzzling her neck in the process, facial hairless with smooth skin, which sent tingles down her spine, _familiar _tingles she felt herself note.

Spinning around in the intruder's arms she was well armed and prepared to strike but stop dead in her tracks as she came face to face with the man she had just called out for breathlessly.

"Ben…"

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**Review are apprecited, if you must flame, do so, I tend to ignore it anyways hehe.**


	2. Please forgive me

**Wow this is my third written story today, I am officially drained! I like the reviews I received, not many but the Ben10 fan base isn't that popular yet so I'll deal. Don't be surprised with this chapters events!**

**Disclaimer: don't own.**

_Spinning around in the intruder's arms she was well armed and prepared to strike but stop dead in her tracks and she came face to face with the man she had just called out breathlessly._

"_Ben…"_

"Gwen…" he mocked back and then leaned in to nuzzle her neck, Gwendolyn's eyes widen in shock, and then she recalled how this wasn't anything new. "Ben." her tone was serious.

"You really like calling my name today huh?" She shoved him off slightly and he looked up at her questioningly. "What's wrong?" she searched his eyes and saw that he truly didn't find his gestures or their…_compromising _positions a problem.

She looked down at her hand and alarm rang through her, shooting it up between them she made sure Ben's sights was only on the engagement ring. She was trying to remember. _Are we engaged? Can we…do that?_

He sighed and she looked at him, hoping for an answer, he pulled away and looked at her solemnly. "Must you remind me?"

"What…?" she was puzzled, something wasn't right. _This ring…_

"Grandpa won't be coming back for awhile, he's fixing the RV, and your _fiancé…_" the way he spat out the word with such disgust made her step back. " is looking at those ancient relics for the magicite you were so keen on exploring." She racked her brain to acknowledge his words, and slowly they were forming, generating into knowledge she _supposedly _already knew.

Lamely he finished out. "We have a good amount of time Gwendolyn." Instantly he was back to kissing her collarbone, trailing kisses everywhere and all she could do was moan, his caresses were so new, yet so _familiar_, it was obvious that they had done this before…but the question was, how many times before…and how far did it ever go?

Picking her up easily Gwendolyn squeaked as she instantaneously wrapped her arms around Ben's neck, he started to bring her down to him, hugging her close so he could easily kiss her lips passionately but instead she did a back flip and kicked him, successfully falling out of his grasp and allowing him to fall on his bum.

"Ow! Geez Gwendolyn, what's wrong with you?!" she fidgeted and then went on the offensive, like she usually does when she doesn't know how to respond. " I'm not in the mood! Just leave me alone Doofus!"

He smirked up at her playfully. "…Doofus? I haven't heard that in years…usually…" He got up dusting off his pants while he started to walk slowly towards her. "Usually…it's something like, Sweetheart, or Lover…and when you're mad it's definitely Bastard. But of course followed by the constant… I love you."

He was close to her now and he had reached for her hand and upon successfully grasping it started to place tender kisses on each knuckle, she was gaping at him in awe. His kisses did wonders to her body, and everything he was saying…

"Let's not forget when you call out my name when I-"_ Oh god. _She immediately slapped him. "STOP!" bringing a hand up to his cheek he stepped back and examined her.

"Alright what's wrong. Are you really Gwendolyn?" She searched her surroundings looking for a quick escape and sighed when she realized even if she found one she'd have to face him sooner or later.

"I'm just…not feeling well, that's all." His look went from sour to compassion in an instant, and just as fast he picked her up. "Come I'll let you lay down on my bed." She thought about struggling but as she looked at his stern face, his jaw line set and strong arms circled around her she couldn't refuse.

"_What we are doing is wrong…" her vision was blurry and she tried to blink it out yet failed, he gently cupped her face and brought it back to his own. "look at me." she sighed and smiled. He was even more glorious when naked. " I love you, I don't care." he gruffly stated. A mischievous smile playing on his lips._

_Caressing the side of his face she kissed him lightly. "Than neither do I."

* * *

_

"Grandpa! Can I accelerate into town and get some food, I'm starving!" Ben's stomach grumbled loudly and Gwen merely looked at him disgustingly. "Pig."

"Takes one to know one." he stuck his tongue out at her after his remark and laughed when she threw her magazine down and went inside the RV. " Aw, Come on you're no fun when you give up so easily!"

"Ben dinner will be ready soon, we're having pig feet with calamari onions and a herbal ingredient I found in the woods not too far back." **AN: I don't know trying to make up something weird.**

Gwen proceeded to run out of the RV holding her nose. Ben looked up and smirked. "That bad?" she nodded. He got off his chair and raised his arm. "Time to go accelerate!" turning the dial of the watch he found his alien and pressed down hard to become the one he wanted to be.

"Alright, exxxxactly how I wanted." he spoke rapidly before turning to Gwen. "Come on." Taking one last look back at the RV Gwen shook her head. "Sorry Grandpa!" Jumping on Ben's alien back the two cousins proceeded to go into a nearby town. Upon finding an alley, Ben allowed the Omnitrix to revert him back to his old self and proceeded to walk out of the alley, Gwen in toll.

"So what are we going to get? We shouldn't take to long, just pack a few snacks to survive and get back. Ben. Ben are you even listen-" "There!" Gwen turned in the direction Ben pointed at and sighed. "Ben we have no time to sit down an eat…besides, when did you take interests in café-like establishments."

"Can you for once not use big words, and I'm tired…aren't you? We haven't sat down to eat in a decent place in ages, Come on, let's just go." he tugged on her arm and pulled her along and Gwen merely sighed in defeat.

Upon sitting down at a table for two a pleasant waitress came up. "Why aren't you two kids adorable, first date?"

"Ew No! She's my cousin!" Ben shook in mock disgust and Gwen did the same.

"What he said!" The waitress laughed and offered up her apologies. "So you two just alone, no adults with you?"

"No, we were out camping near here, we wanted to get a bite to eat before heading back on the road." She nodded and smiled at Gwen's response. "Alrighty what'll have?"

"Hmm…I'd like a hot cocoa with extra vanilla and…Oooo those chicken fingers look tasty." The waitress scribble the order down. " Do you want a side dish hun?"

Gwen shook her head and the waitress turned her attention to Ben. "And you little man."

"Hey I'm ten years old I'm not little." The waitress suppressed a laugh and merely smiled and Gwen hissed a "Ben" scolding him. "Whatever, I'll have…A Double pounded burger with French fries on the side. Coke also." Gwen glared at him. "Please."

"No problem darlin' I'll be right back with ya'll orders." the waitress gathered up the menus and walked away with a happy tone.

"She seems nice."

"Un huh." Gwen sighed and turned her attention to her utensils, Ben did the same and he started clanking them together out of boredom until Gwen's hands abruptly stopped him, gently slamming them down upon the table. "What!"

"That's annoying."

"Oh like your face?" She grew furious and huffed. "You're not funny Ben."

"Like I care what you think." She snapped her head to him in shock and then stood up. "You know what, I think I rather have Grandpa's cooking then sit here with you and your stupid immature behavior Doofus!"

At that Ben laughed with one hand holding onto his belly his other pointed at her laughing. "And…haha…you call me immature? Haha You're making a scene out of nothing and you finished your sentence with an _immature_ name."

Gwen stared down at him, appalled, and well…embarrassed, Ben was right. She looked around the small café and sighed, people were staring. "Shut up." she muttered as she sat back down. She found her lap to be a very interesting place to just stare at for the remainder of their wait as her hands was barely on top of the table.

"Hey…" Gwen didn't look up. "Gwen." she didn't even flinch. "Oh come on." he placed his hand over hers and shook it a little, at this Gwen snapped her head up and looked at their hands, blushing she brought her hand out from underneath his and kept them at her side.

"Huh…what was that-" "Here's your food, all nice and hot!" the waitress placed the food down in front of the two kids and then placed the drinks down as well. "If ya need anything don't hesitate to call darlings."

"Thank you." Gwen mumbled weakly. Ben glanced up at her and saw she was avoiding eye contact with him so he just decided to try and eat his food. He found that to be a difficult task as he kept looking up at Gwen, opening and closing his mouth an effort in vain in trying to make amends.

When Gwen started to look for the milk to put in her coco Ben noticed it was on his side and he hurriedly grabbed it before she saw. "Here." he let out lamely, she didn't look up and took it gracefully not uttering a word of thanks and so Ben did what he usually does.

He stubbornly didn't let go. She looked up at him and stared uninterested. "Ben." Ben shook his head and his grip on the milk holder tighten, his fingers moving down a little brushing against Gwen's, her eyes widen for a millisecond but was soon replaced by irritation. "Ben, let go."

"Not until you say thank you."

"For what, embarrassing me?" she spat.

"Embarrassing you how?"

"Just drop it and give me the milk!"

"Not until you say thank you!"

"I thought the kiss should be thank you enough!" she almost yelled causing some people to turn and glare. Ben slowly let go of the milk and Gwen took it angrily, pouring it into her coco. He had meant for her to say thank you for giving her the milk…why did she bring up the kiss that happened about a week ago?

"Gwen is there something wro-"

"Fancy meeting you two here." Ben looked up to see the intruder whose face he wanted to pound in, when he noticed who it was he was taken back. "Edwin?"

Gwen looked up at the mention of the boys name. Edwin had been the grandson of Donovan, Grandpa Max's old friend, they met back when they got the chance to see Donovan's new underwater experimental developments.

Gwen smiled despite the situation that just occurred and placed her fork down. " Edwin! How are you?" Edwin smiled at Gwen, they were all about the same age, Edwin was just a little shorter than the two. Ben looked over at Gwen and frowned at the quick change of her demeanor.

"I'm fine, My grandpa is in town looking up to buy a few developing parts of the land and thinking of making more profit…"

"As always" Gwen smiled back in reply. "Right, what are you two doing here?" Gwen looked at Ben and then turned her eyes sadly to the table.

Ben piped up not wanting Edwin to get suspicious and start probing them with questions. "We just sneaked out of our Grandpa's RV and his awful cooking to grab a bite to eat."

"Oh, that sounds exciting."

"very." Ben drawled.

"Hey Edwin why don't you join us?" Gwen called out, Ben looked at her curiously and was somewhat hurt, he actually just wanted to spend time with Gwen, sure he doesn't show it very well, but I mean come on, it's Ben, what do you expect?

"Well, I would be inclined to say yes but I'm afraid I have to find my Grandfather soon."

"Oh that's too bad." Gwen replied but smiled nonetheless. Edwin looked at Ben and then back at Gwen.

"Gwen…Um…may I ask how long you are staying in the area?"

"huh…um, I don't know maybe another night. Why?" Edwin fidgeted slightly and glanced at Ben quickly before turning his attention back to Gwen, Ben glared at him suspiciously.

"Yeah. Why Edwin?" Edwin ignored Ben's comment and continued on his 'mission'.

"Well…I was wondering, there's a nice movie theater up the street, and if you had nothing better to do-that is-if-if you would find it alright…"

"Are you…asking me out?" Gwen asked in surprise. Edwin merely nodded bashfully and Gwen diverted her gaze to Ben whom was just staring at Edwin. She contemplated what she should say, normally she wouldn't mind, but she didn't want to go without Ben. Was that odd?

"Ew…you wanna go out with her? Good Luck, don't say I didn't warn you if you end up with a disease of nerdiness."

_Oh that's it. _Gwen fumed. "That's not even a word you Idiot!" Turning her attention to Edwin who was just smiling in confusion she provided him an answer. " I would love to go out with you Edwin."

And Ben just stared at Gwen with a frown, as she did him with a smirk.

* * *

He placed her on the bed softly and she looked at him, he smiled in such a serene way she couldn't stop herself from letting her hand glide over his lips and then land softly on his cheek. He placed his hand on top of hers and moved his face to kiss her palm gently, sweet chaste butterfly like kisses as he kneeled down before the bed. 

Sighing she closed her eyes gently and felt him begin to rub her hand. She heard him mutter that a perfect opportunity was wasted and she felt herself chuckling lightly. He then grazed his fingers over the ring. _The ring._ her eyes snapped open and she turned to look at Ben as his gaze upon her was so filled with kindness, and gentleness yet such intensity that she almost wanted to cry.

He was circling his finger around the ring for a reason, he wanted it off, he _always_ wanted the ring to come off whenever he was with her, just him and her. Getting up from his kneeled position he sat on the bed and leaned over to kiss her on the forehead, his hovering body and intoxicating scent penetrating her senses and she knew he didn't have to do much more to get her to give into his will.

Sitting up she encircled her arms around his neck and pressed her forehead against his own, lips mere inches apart, behind his head, where her fingers were interlaced she successfully popped out the ring and pulling her right arm back that held the ring, she looked at his eyes glazed over with a mix of lust and love. Placing the ring on the table stand near by, Gwendolyn draped her lips over Ben's.

_Please forgive me Edwin.

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**AN: Like the length? Hehe I love positive feeback or constructive crit. So! Review Please. Thanks for all the lovely one's for chapter 1.**_


	3. In these moments

**Hehe I am so glad everyone really enjoyed the first two chapters of this story, I only hope I can continue to please you with my future endeavors, I know I don't update frequently, but please be advised I am trying my best, alongside my other stories, I do have the real world to attend to haha, not that I don't take the Fanfiction world seriously! XP**

**Okies, I'm digging my own grave here, review replies for specific mentions and such at the bottom, please enjoy!**

_Sitting up she encircled her arms around his neck and pressed her forehead against his own, lips mere inches apart, behind his head, where her fingers were interlaced she successfully popped out the ring and pulling her right arm back that held the ring, she looked at his eyes glazed over with a mix of lust and love. Placing the ring on the table stand near by, Gwendolyn draped her lips over Ben's._

_Please forgive me Edwin.

* * *

_

She sighed blissfully, the aftermath of her love making always made her toes curl, her breath heavy or more so heavenly pant whilst her chest moved in sync. She found nothing stood in their way when this time of union commenced.

Her vision, she found was blurry as always…

"_What we are doing is wrong…" her vision was blurry and she tried to blink it out yet failed, he gently cupped her face and brought it back to his own. _

He, she found was even more glorious when naked as always…

"_look at me." she sighed and smiled. He was even more glorious when naked. _

They, she found would love each other forever and always…

" _I love you, I don't care." he gruffly stated. A mischievous smile playing on his lips._

_Caressing the side of his face she kissed him lightly. "Then neither do I."_

"Gwendolyn…" she turns to him and her smile is faint but present. She is exhausted but so inspired to move when she hears him call out for her, so she does so and places her hand gently on his bare chest. "Hmm?"

"They'll be returning soon…"

It's in these moments that her heart is pulled tightly apart, no, squished, hammered, stung, her breath is no longer heavy from the exhilarating act just recently performed with her counterpart, but from the truth they desperately try to run from. What they are doing is wrong, they know this. What _this _is, is _wrong_. They know this.

But how can they hope to fight it? To stop it. When it has become so addicting to the point where it's second nature, no first nature, and nothing else seems more right?

She doesn't want to move, not this time. For even though her memories compel at her to ascertain that this isn't the _first time_ they have done this, it _was_ her first time nonetheless. In all it's revamped glory, it was her first time.

She wanted to enjoy it, to continue to feel his skin against hers, sweaty and warm, his scent intoxicating and familiar, she wanted to reminisce she found. For in his action she could _feel_ how he felt for her, but she wanted to hear it for herself, to find for herself, that her memories are indeed not false, that this isn't a dream, and she wouldn't wake up once the pornography was diluted from her perverted mind.

"Ben…do you remember, the first time we kissed?" He gave a gruff sound, maybe due to the question at hand and men being notoriously known for not wanting 'pillow talk' or maybe because she had moved her right leg to wrap around his torso to get him to succumb to her will.

She grins as he sighs, his breath mixing in with her hair, she shivers when his left hand grazes her right thigh in a comforting, rubbing motion. He is reminiscing. She smiles up at him and he glances down at her, a smile of his own evident in his eyes.

"Yeah… I do."

* * *

_How could she! How…how could she!_ He was enraged, the reason known yet the reason for that unknown. Why would he be so mad that she had just agreed to go out with Edwin, let geeks be with geeks right? Why get caught up in their affairs?

_Ew…you wanna go out with her? Good Luck, don't say I didn't warn you if you end up with a disease of nerdiness." _

That's how he felt about her right….right?

Wrong. For as he looked upon Gwen moving to leave her seat and follow Edwin as he escorted her to the movie theater, he knew. _Knew_ that he didn't feel that way about her. In fact, he ventured to say the way he was feeling for her as of recent was really, _really _bad.

She had placed money down at the table but Edwin had picked it up and handed it back to her. " Nonsense. I had interrupted your meal, the least I can do is pay for it."

"It's not necessary Edwin, really."

" I insist, really, paying for you is nothing Gwen." he smiled at her simply and Gwen protested no further. Ben scowled and gave a small "humph" that only Gwen heard but otherwise was not heeded by the other occupants of the little café.

"Tell Grandpa I won't be long." came her indignant voice and shortly after she left without so much as a glance back. He sat there for awhile and stared at his barely eaten food. How could things mess up so quickly? He wondered.

"Hey there darling, what happened to that nice little girlfriend-oh excuse me doll, cousin was it? You know the little girl with you?" the simple minded waitress looked down at Ben concerned and even taped his shoulder gently which snapped him out of his reverie.

"Huh…oh, hi." She frowned at his response and decided not to prod any further, she noticed the money on the table and upon counting it picked it up, it was exact change plus a tip. She was about to ask if he was really finished when she glanced at the food, but when he shifted to get up and aimlessly walk out the shop she sighed.

"Poor little guy."

* * *

"So…what movie would you like to see?" Edwin fidgeted slightly before straightening to look 'manly' when Gwen walked passed him.

"Edwin…this seems to be an old movie playing theater…"

Edwin nodded his head in agreement but then spoke after noticing she wasn't facing him and couldn't see him agreeing. "Yup, there's nothing else in this town, nothing near anyways. I'm sorry, do you wish to do something else?"

She shook her head and scanned the listings. " No, no this will be fine. Hmm…Haha Star wars…I am sure Ben would-" she stopped herself when she found she couldn't go for more than twenty minutes without thinking of Ben.

"Ben would what?"

"Nothing. Never mind, hey what's this-Flowers in the attic. Interesting name." Edwin walked up to her and examined the synopsis of the movie. He nodded his head in approval and turned to Gwen. " Quite an old film, well…not that old, 1987, but it's based off a book from 1979."

Gwen turned to the ticket teller. " I'm interested, let's see it 'kay?" Edwin simply nodded vigorously just happy to be doing something with Gwen. As they purchased the tickets, or more so Edwin did so generously Gwen kept thinking about the synopsis of the story. It would seem this movie was a mystery, suspense of sorts, where the mother locks her children in an attic in order to receive inheritance from the father.

As they entered the theater they immediately headed towards the concession stand, a rush of brown hair and piercing green eyes came into her peripheral sights and with a polite excuse of having to use the little girl's room she went off to find the boy who has been haunting her every thought based on that simple glimpse.

Rounding a corner she was indeed in the vicinity of the restrooms, and after searching every crook and cranny and asking the only male to come out of the men's room if there was a brown haired green eyed 'punk' hiding in there, to which the man, confused, responded lightly with a 'no' Gwen gave up.

Slumping against a semi pillar-esque wall she sighed. " I need to stop including him in every aspect of my life…"

"Who me?"

"AH!!!" slapping the air around her in a fit of surprise she came into contact undoubting with Ben's cheek. "OUCH! Gwen! OW! Why!" the stinging sensation on his cheek was only amplified when she smacked his chest in rage.

"Benjamin Tennyson how dare you scare me like that!!" Placing the hand she had just used to smack his chest upon her own she looked at him, anger and fright dying down. "What are you doing here anyways?"

He gave her an incomprehensible look before giving a grunt of disinterest. " I wanted to see a movie too." she raised her eyebrow at him in amusement and pointed at him lazily. "You? Glancing around the theater to emphasize her upcoming point she continued. "wanted to see a movie…correction an _old_ movie, in a run down theater such as this, rather then reading comics of those super sum…slammer thingamabobs?"

"Hey! I do more than read comics!"

"I'm sure." she mocked.

"Yeah! I do! Like how you do more than be all…geeky, with your laptop!" She looked at him curiously and he followed up on his retort. "Yeah! Haha, who would have guessed that the great Gwendolyn actually dated?" at her facial expression he grinned in triumph.

"Shut it dweeb."

"Oh but I just started!" he opened his arms like an announcer, even though there was no one around to hear his words. " No, no people Gwendolyn not only dates! But she goes to see sappy movies as well!" She started to clench her fists tightly as she hissed Ben's name.

He ignored her of course and continued. "Yes people, be in shock, Gwen really IS a girl! Who would have guessed!" Stomping her foot and crossing her arms she yelled for him to shut up and leave her and Edwin alone.

Upon hearing the mention of the other boy's name, something inside Ben snapped a little and he glared at her raising his voice to match the tone of Gwen's. "To a rich jerk nonetheless!!" her eyes widened and she let her arms drop languidly due to her shock.

"…what?" she barely audibly asked.

"You heard me." was his curt reply. "you're first date is too…some conceited rich, 'I know everything' JERK!"

"why…you…you…" her voice was ominous, but more so in awe, shock from the words Ben were clearly saying. She stopped herself and let her head fall, Ben reacted instantly about to place his hand on her shoulder in guilt but reframed when he remembered how mad at her he was.

About to start up again about how she was pathetic or something he was cut off by Gwen's livid voice. "I ONLY WENT OUT WITH HIM BECAUSE OF YOU!"

Stunned he fell back a few steps and almost succeeded in tripping, it was a wonder no one was coming to the bathroom…then again it was a pretty abandoned movie theater. He glanced around his surroundings first, making sure that the place wasn't about to crumble by the sheer intensity of Gwen's voice.

When she turned around so as to not face him anymore Ben was allowed to recollect his thoughts. _Because of me?_ "Gwen…what do you mean, 'because of me'" She didn't answer him and he sighed in response. "Gwen…I'm sorry. I…_I've_ been a major jerk lately. I didn't mean to say all those things honest."

"Then why did you say it." her meek voice came out after awhile only to fade back into the silence of the room soon after.

"I don't know…maybe…" the word following after stopped Ben from continuing and this caused Gwen to turn around slightly to get a look at him. "Ben?" When he hid his eyes with the bangs of his brunette hair she moved forward and placed a hand gently on his shoulder.

"Ben…go on." she wanted him to say it, she had no idea what he was going to say, in all honesty, but it felt like right now, in this very instant she desperately, life dependently needed to hear it.

An angry sigh escaped him, that of surrender, that of knowing consequence will arise from the action about to be taken. "I'm jealous. Alright Gwen? Happy? I'm _jealous!" _He abruptly stopped and as her lips tried to mouth out 'what' Ben with fury and pent up love reached for his cousin's shoulders and briskly kissed her lips.

To which Gwen did not deny.

* * *

"Hehe…" Gwendolyn giggled lightly, it was a new memory, but she was starting to feel accustomed to the new adaptations to her life. As Ben recalled the tale, she couldn't help but laugh, he said as though he acted like such a brave knight and swooped in with a daring attempt to take her away from, as he put…

"Dr. Edwin McEvil never saw it! There Gwendolyn, the damsel in distress, the most glorious maiden on the planet, no universe! Was saved from the daring, marvelously handsome hero, one Benjamin Tennyson."

"Haha…Benji stop it!" He grinned down at her. "Benji huh? You know I prefer other names my little sex goddess…" his voice was gruff mixed with a hint covetousness, lust to put it plain and simple. She blushed furiously upon his little nickname and instantly recalled all the names they gave each other before, during, and after their love making.

**"_WARNING! WARNING! Alert! Al-"_**

Sighing Ben shifted from his half slumped form over Gwendolyn's naked body to place the thin under cover around his torso to get off the bed. "Time to go hero." he simply stated and she nodded, knowing she too had to get dressed. In the back of her mind she sighed, this means their time was officially cut off, Edwin would be meeting her soon or even Grandpa, and once again relatives they would have to play the role of instead of lovers, like they would have preferred.

"Who is it this time?"

"Charmcaster seems she…rob…magic….null….might…void….Gwendolyn-Gwen-Gwendolyn."

She had to wonder why everything was jumbled up, the voices were shifting, and being cut off. She clutched her head in pain and succumbed to the pain in her knees and proceeded to fall to the floor. Ben ran to her, but with one eye squinting open as he ran to her, in the slowest motion she had ever seen anything, his form constantly morphed from older, current Ben to the young one and then back to the older Ben she knew before she brought their past selves to the future.

"B…Ben…" she cried out in pain. Something was wrong. Something was dreadfully wrong, upon hearing just Charmcaster her head started to spin, it was as if memories of fighting her just a week after she made her past self come to the future was slowly disappearing. When she switched bodies with Charmcaster and Ben in an whole array of confusion, _everything was evaporating, her true memories were being replaced… _

She found it odd she was the only one to remember how her world once was, and how Ben had no recollection whatsoever, and now she was coming to find, that maybe, she too, won't be remembering it as well.

"What's …hap-happening…AGH!!!" With an anguish filled scream she collapsed into the nervous arms of Ben as he tried to shake her in all his worry for her to become conscious one again.

**Ohh la la! What's this? Gwen's current altered life's memories are replacing her old ones? Oh noes! Is that a good or a bad thing!! Haha sorry if that was crap, hope you all found the first kiss scene somewhat enjoyable, if not, meh, maybe I'll remake it…maybe not.**

**Review!**


	4. Alterations in Memories

**Okay so my renewal to update was brought upon the new episode with the Werewolf, I hope all have seen it, and if not then SPOILERS AHEAD! Kind of…And also the lovely amount of reviews, which I cannot begin to thank all of you -hugs-**

**Disclaimer: Don't own Ben 10 or it's characters, just this crack fic . **

**Note: Bold text will be part of the flashback but used to signify that it's what's actually going in the past, where as the **_Italics _**will represent Gwen's thoughts as she 'watches' what's going on. Regular text will signify switching back to regular perspective present tense.**

**-**

"_B…Ben…" she cried out in pain. Something was wrong. Something was dreadfully wrong, upon hearing just Charmcaster her head started to spin, it was as if memories of fighting her just a week after she made her past self come to the future was slowly disappearing. When she switched bodies with Charmcaster and Ben in an whole array of confusion, everything was evaporating, her true memories were being replaced… _

_She found it odd she was the only one to remember how her world once was, and how Ben had no recollection whatsoever, and now she was coming to find, that maybe, she too, won't be remembering it as well._

_**X**_

"What's …hap-happening…AGH!!!" In an anguish filled cry she collapsed into the nervous arms of Ben as he tried to shake her in all his worry for her to become conscious once again.

She was dreaming…She could feel her body being as light as air, the brightness surrounding her-no she's wasn't dreaming…was she-was she dead?

_Ben…? Ben where are you!!! BEN!!!_

"**Put in a good word for me 'kay Gwen?"**

_Ben? Is that you?! Ben!! Can you hear me?? Where am I!!!_

"**You see…the thing about a crush is, sometimes…you get crushed."**

_That's….my voice…what's going on here?! _

**There was her child like self, standing in Arizona with Ben and Grandpa Max, along with the two new people they met along the journey, her Grandpa's friend Mr. Green and his granddaughter Kai. She remembered it all too well. Ben had developed a crush on the girl just because she was dancing…**

…_boys._

**Here and now were the moments when he was asking her to get the girl to notice him, when she told off Kai for hurting her cousin's feelings and then the scene flashed.**

**One minute they were sitting on a rock discussing Ben's crush-Kai, and the next-**

"**Gwen…about that kiss-"**

"**Ben, don't it's fine-we should…we should try to find this…werewolf thing and-" he placed his hand on her shoulder and gave a slight smile. She looked up and returned the gesture while placing her palm on his hand.**

"**Gwen…I-kind of, you know, really….liked it." Her eyes widened and Ben dropped his hand. " I mean you know, I know it's-"**

"**Ben…I did too." **

_That's…not what happened, what's going on! Where's Kai, where's grandpa…_

Her head was pounding, she could feel her body convulsing in real life but she couldn't break away from the scenes unfolding before her, what she had witnessed, she didn't remember as what had truly happened but then again…she felt it was familiar.

Her memories…they were…_changing._

_Ahhhh!!!!!! My head!!!! BEN!!!! HELP ME!!!_

"**I'm jealous. Alright Gwen? Happy? I'm _jealous!" _He abruptly stopped and as her lips tried to mouth out 'what' Ben with fury and pent up love reached for his cousin's shoulders and briskly kissed her.**

**To which Gwen did not deny.**

"**Gwen!" Quickly the two broke apart and stared at each other, silently begging for a solution. "Hey Gwen where are you?" Gwen pushed Ben into the nearby men's restroom and turned around to just meet Edwin rounding the corner. **

"**Edwin! Hey sorry I took so long I-"**

"**You okay? You look flushed…"**

"**Yeah…I well- haha, funny thing, I was in the bathroom and-" she looked up to see his face and thought it best not to go into fake details. " I'm feeling really sick actually…I think I should go home." **

"**Oh…really?" his shoulders deflated and she had to wonder if he was more concerned with not getting his date then her health, however fake her sickness may be.**

"**Yeah. I'm really sorry Edwin."**

"**It's-It's okay, hey maybe I can call you up sometime? I could just fly in wherever you are, and you know take you out, when you are feeling better that is…"**

**She could almost feel the anger radiating off of Ben, wherever he was hidden. "…Sure…Edwin, yeah that would be nice-whelp gotta go!"**

"**Gwen-wait you're number!" Halting she turned around and grabbed the conveniently placed pen within Edwin's hand, she almost gagged. **

"**Right, right." scribbling down her number, not bothering to make up a fake number for she was in too much of a hurry she rushed out of the old movie theater. **

**After leaning against a random wall on some random corner she exhaled and inhaled, trying to control her breathing and rapidly beating heart. So much had just transpired and she wasn't entirely sure she comprehended it all.**

**She had just kissed her cousin.**

**That much she was sure, and even more so, she rather enjoyed it and felt that it couldn't be any more _right. _Bringing her fingers to her lips she caressed them and smiled slightly at the image of Ben grabbing her and kissing her.**

"**Gwen-**Gwendolyn!!!"

_Ben…? Is that…you? Ben, I'm so scared! I don't know what's happening._

"GWENDOLYN! WAKE UP!"

_I want to…I want to, I don't know if I can…_

"Please….Gwendolyn, please just-"

_He's crying…I want to-BEN! _

Groggily she sat up, her hand slowly rising to cup her head gently, her eyes at first opening then shutting close instantly due to the light, started to open again as they adjusted to her surroundings.

"Gwen…Gwendolyn?" She felt her body rock back and forth and she became aware of the hands holding onto her, tightly holding her, causing the rocking motion. Her eyes dashed to her side and she immediately saw brown hair come into view and she smiled sadly.

He was crying.

"I thought I had lost you…you wouldn't-" A Hiccup. "You wouldn't respond, and then you started to shake and yet you still didn't wake up!" he grabbed on to her tighter, the alarm was still going off but it was in the fading background, all she could comprehend at that moment was Ben and herself, his eyes on her, his tears on her, his hold on her.

"Ben…My Benjamin-" cutting her off he ravished her body as he kissed her desperately, a kiss that emphasized all his emotions, his fear of losing her, his loneliness even within those mere moments she was out, his _love_ for her.

She gave back to him with equal desire, at the moment nothing else mattered, she didn't know what happened, or why it happened, and what would be the consequence of it happening but she knew that all she wanted was to stay like this forever.

'"BENJAMIN, GWENDOLYN!" Still grasping her body to him, Ben shot his head up in response to the names being shouted, and just like that the alarm that was seemingly fading within the darkness of their surroundings came back in full flash.

Grandpa and Edwin were coming, in order to retrieve them for obviously they realized they hadn't made their way to the appointed site, where criminal activity was taking place. Ben looked down at Gwendolyn for a while, his face clearly showing that he didn't want to stop, but as the steps came closer he dropped his hands from her waist and rose.

He didn't hold his hand to her to help her up. He had to stop the others from entering the room and seeing Gwen there. Exiting the room he came into contact with a worried looking Grandfather.

"Where have you've been? Where's Gwen, she's not in the room-Have you heard the alarm?? Charmcaster is on the loose, and it seems her apprentice is taking over the job and leading the attack."

Using her powers she did an invisibility spell and sneaked out of Ben's room as he kept Grandpa occupied, deciding to look like she was coming from the observational deck she finally made her appearance as Grandpa mentioned Charmcaster's apprentice.

_Charmcaster…she never had an apprentice. At least not before young Ben and me came to the future…_

"Apprentice?" Max looked up surprised while Ben walked away.

"Edwin's in the car?" Max nodded and Ben continued to walk but stopped at Gwendolyn's next question.

"…who's her apprentice?"

"Gwendolyn, are you okay? You know it's Kai."

Eyes widening she turned to look at Benjamin to see if he seemed to have any recollection of the girl and his having a crush on her. What she saw transpire across his face was something she was not ready for.

_Hate._

"**Ben…I did too." **

"**Really? I mean, of course, I mean-hah, cool…" she smiled at him and punched his arm playfully and as he grabbed it in mock pain he smiled back at her. "So…what do we do now?"**

**Gwen shrugged and looked around. "You seemed to watch that girl Kai…you think she's cuuute?" she teased but inside she felt her stomach churn. He grinned at her in response and crossed his arms.**

"**Yup. Cuter than you of course." He stuck his tongue when she stomped her foot and yelled out his name in fury. "Relax, Relax…I don't think she's cuter than you…"**

**She blushed at this and pulled at his sleeve. "Come on, we have to find that werewolf!" **

"**I'm feeling pretty itchy…"**

_Hate…why would he have hate? He never liked Kai? Kai never told Ben he wasn't her type? But when and why did she…Charmcaster!! Everything is screwed up! We met Kai again…and Charmcaster was there!_

Looking back up at her grandfather and Ben's stiff form she started to remember, Kai had liked Ben because he didn't pay attention to her and was jealous that he spent so much time with her…and then Charmcaster used that to her advantage!

"**Ben….why don't we go out?" Kai looked at Ben with half lidded eyes, her voice seductive. It had been three years or so since they last saw one another.**

"**Uh…um well ya see, I have summer homework to do and-"**

"**Oh stop it Ben! What is wrong with you? You would rather spend time with your nerdy cousin than me! Why is that huh?!" she bawled her fists and demanded an answer but Ben looked at her coolly, unfazed. **

"**Well I'll tell ya one thing, she is a lot nicer, funnier and better to hang with than you will ever be!" turning to leave he didn't see the utter hatred in the girl's eyes.**

**-**

"**If you want to get back at Ben….then come with me" her voice was so alluring and there was no escaping it. Charmcaster's specialty. **

"**Yes…"**

**-**

"**Kai!! How could you!"**

"**You didn't want me, and now I am going to take both you and your cousin DOWN!"**

**-**

"Kai…" Her head was pounding, her body aching, all these memories flooding back to her, they were altering her previous memories and everything was being rewritten, she had remembered Kai not liking Ben, yelling at her for hurting Ben and never seeing her again…but now…Kai was Charmcaster's apprentice and now…she was with Edwin….and-

"Gwendolyn!" while squinting due to the immense amount of pain she saw Edwin run up to her, he was a handsome man, definitely grew out, broad shouldered, not too muscular, nicely comb hair and taller than herself.

But there was no urge to run to him, to take comfort in him, to kiss and love him. Only when she looked at Ben did that feeling arise in the pit of her stomach, throughout the veins of her body and core of her heart and soul.

"Edwin…" she let out breathlessly. Grabbing hold of her he called back to Max and Ben.

"You two go on ahead, someone needs to stop them, I'll care for Gwendolyn, we'll catch up." As he held on to her she watched Ben and all the emotions that ran through his face. At first it was worry when it looked like she was going to collapse again, then anger and jealously as she breathed out her fiancé's name as he caught her, and then regret and unwillingness as he turned to leave and save the world.

"Here Gwendolyn…let's lie down." Placing her on the couch comforter of the main room he placed the back of his hand on her forehead. " It seems you have a fever and-" Looking up to see why he stopped his diagnosis she scrunched her eyebrows in worry.

"Gwendolyn…where's your engagement ring?"

**Ah-Hah finished!! Wow that was long, should I be making these shorter? You guys should review and tell me! Haha. I know it was probably confusing but here is the rundown.**

**Gwendolyn's memories are being altered, her past memories of her life until her older self we saw in Ben 10,000 are being replaced with how the young Gwen (now with the information of loving her cousin) is changing the past. **

**I.e.: all the romance with Ben, Ben never liking Kai, Gwen being with Edwin to get Ben Jealous. Etc.**

**So hopefully that explains it a bit more, hopefully I can revision later if anything or within the upcoming chapters it'll get clearer and maybe more enjoyable.**

**Please Review and thanks!**


	5. Use to it, still doesn't hurt any less

**Whoa…Been Awhile Eh? I'm so sorry! I've just been so caught up with work and then my other stories and AMVs (Videos for Youtube) that I just haven't gotten around to typing this chapter up.**

**Even now I am doing so at work hehe.**

**Disclaimer: you know the deal. **

**Thank you so much guys for liking my story and this chapter goes out to all of you reviewers and especially KitsunexMaxwell whom is a fellow writer and supporter of the GwenBen relationship for what it truly is!**

_But there was no urge to run to him, to take comfort in him, to kiss and love him. Only when she looked at Ben did that feeling arise in the pit of her stomach, throughout the veins of her body and core of her heart and soul._

"_Edwin…" she let out breathlessly. Grabbing hold of her he called back to Max and Ben._

"_You two go on ahead, someone needs to stop them, I'll care for Gwendolyn, we'll catch up." As he held on to her she watched Ben and all the emotions that ran through his face. At first it was worry when it looked like she was going to collapse again, then anger and jealously as she breathed out her fiancé's name as he caught her, and then regret and unwillingness as he turned to leave and save the world._

"_Here Gwendolyn…let's lie down." Placing her on the couch comforter of the main room he placed the back of his hand on her forehead. "It seems you have a fever and-" Looking up to see why he stopped his diagnosis she scrunched her eyebrows in worry._

"_Gwendolyn…where's your engagement ring?"_

**X**

"Gwen?" His hands had become shaky, and she couldn't reframe from staring at them. Was it anger, complete rage that he was holding back? Was he worried, so deeply concerned that the prospect of their engagement really _was_ a sham? His hands just keep on shaking…by his side now, she wants to cry.

"I…" she looked back down at her ring less finger and her eyes subconsciously, unintentionally, darted across the hall towards Ben's room, where the ring was last left at. Edwin started to follow her gaze but stopped short of finding their destination when she quickly recomposed herself and responded hastily.

"Cleaning-Yeah, you see, maybe that's why I got sick too…too much bleach with cleansers…" Edwin gave her a skeptical look.

"You don't like to clean though….in fact, you _never_ clean." She sweat dropped at the obviously blunt statement that he sometimes wished she was more of a homemaker wife than a crime fighting superhero. Sighing she tried to sit up but quickly ceased her movements when pain shot through her again, Edwin, despite the previous occurrence of accusations subtly being thrown about, caught her with worry.

"I should place you in bed, you don't seem fine at all-maybe you _do_ have a good reason for not cleaning." He chuckled lightly; it was forced, obvious to the two, but he was doing his best to make light of the situation and not cause any more pain to her already throbbing head.

"No…no, really, I'm fine, we should hurry and help Ben, knowing him he probably went headstrong against Charmcaster again and she caught him in a binding spell-he's going to need me to get out of it…" Moving to get up Edwin held her shoulders firmly.

"No, I won't allow it, Benjamin will be fine…and since when did you start calling him 'Ben'?" He held a frown on his face and his grip on her shoulders were loosening. "You have been rather…distant lately, I don't know what's going on Gwen, last night I wanted to go out for dinner but you said you were busy…and-"

She grimaced, remembering vaguely what had 'happened' the night before, the night before all this started…and yet, it had already started, didn't it? She had already been living this life for many years, but to her, in this moment, in this instance, it started all this morning, just a couple of hours ago.

_The phone was ringing and she stared at it idly, not wanting to pick it up but not wanting to worry the person she certainly knew was on the other line. Hesitantly she had to lean over a limp figure that was sleeping soundly to reach the phone, once obtained she picked it up and tried to sound as perturbed as she possibly could._

"_What? Who is it-"_

"_Honey, it's me, what's wrong? You sound irritated." Taking a moment to breathe she looked down at Benjamin and smiled, he was awake and now wrapping his arm around her torso._

"…_huh?" she tried to swat his hand and he only grinned at her. "Wait-Edwin? Oh, I'm so sorry, I'm really swamped do you think we can chat a little later, I'm going over some…ancient scriptures, I think I may be able to find something to further our advantage over Charmcaster…" Benjamin released her and placed a hand over his eyes, biting his bottom lip to keep from laughing; he had to admit, Gwendolyn was always great when thinking on her feet. _

"_Oh…so I guess you're too busy to go out for dinner huh?" his voice was deflated compared to the concerned high pitched voice upon answering, she frowned slightly and muttered a 'sorry' before carelessly hanging up the phone and falling back upon the pillow case and fluffy bed. Benjamin wrapped his arms around her body and slowly allowed one hand to graze down her thigh, making little rubbing motions to soothe her._

"_It'll be okay Gwendolyn…It'll be okay."_

_She slowly shook her head, restraining the tears that threatened to fall._

_It was never going to be okay._

"You…know I was busy and what I was busy with, I've been working really hard lately Edwin-"

"And I haven't Gwendolyn? I feel like you're a stranger to me, I hardly get to spend time with you anymore, I spend more time with your grandfather for God's sake!" her mouth hung agape for his voice was growing more with fury, with more intensity, she needed to find a way to calm him and then hopefully get him to allow her to leave to catch up with Ben, help him if she could, and more importantly get a glimpse at Charmcaster and Kai.

"Edwin…" she paused, her eyes darting across his face in consternation. "H-Honey…My love, I am sorry, I really am, I know I haven't been myself, crime fighting business takes it toll, I promise…I'll make it up to you." She started to rack her brain; does she do with him what she does with Ben? Do they…surely the must, right? They were engaged.

Slowly, with a flurry of blushes she reached out to stroke his hair before grazing his skin with her fingertips in a cool and seductive manner. "I _promise_ I will make it up to you later…" His eyes widened and upon seeing this Gwendolyn withdrew her hands immediately and replaced them upon her face, an ill attempt to hide her embarrassment.

"Gwendolyn…what is with _you?_" She was still on the couch comforter, as where he left her when he got up and turned his back to her. "You said you wanted to wait till marriage to do…that." He sighed and his shoulders visibly slumped in depression. "I don't know what's going on, I'm worried…but I trust you with all my heart Gwendolyn, I only hope you do the same with me, and when you're ready, you'll tell me what's really going on."

Leaving her to sulk she laid back down and stared at the ceiling momentarily. Why were things so complicated? Why must she hide her feelings, keep this secret that was destined to ruin and destroy so many individual lives...Guess the answer is within the question huh? Eyes widening at the familiar tug of her heart, Gwendolyn as quickly as possible without causing too much pain to her body, jumped off the couch and went to where Ben was calling for her.

* * *

"Hexus Remento!" Glowing hands, outlined with a goldish glint was raised as the words were shouted, the paralyzing technique enfeebling the four armed, red skinned alien in front of the woman whom cast the spell.

"Oh Benny…you are losing your touch…too much on your mind?" her grin was filled with malice, her dark hair stripped with lines of navy blue, her eyes hollow and tainted.

There was nothing but grudge and hatred within this woman.

She cackled maliciously as she tossed Benjamin's body aside, now aiming her sites on the mini transportation device leading to the Null Void. "With this…I'll send you _and_ your cousin to the darkest depths of the Null Void where you with face of all those you are just loooooonging to see, hahaha! Take** this**! Rependus Mendento!" Constricting his limbs, his four arms being tied amongst one another and his body being hurdled across the ground to which they fought on, Ben was suffering from excruciating pain when Gwendolyn arrived.

"Ben!! Benjamin!!" not even surveying her surroundings she ran to the befallen man and pulled his body into her arms, when Kai grimaced and then growled in rage, about to pull off another spell Gwendolyn snapped her head towards the dastardly woman and with eyes filled with rage she shouted a disarming spell.

Kai did not take too kindly to the attack but was more aware of how Gwen was hovering over Ben's body protectively.

"Why you-Stay away from him-!!!"

"**You** stay away from him!"

"Tch, haven't you had enough of him, he's all yours already, won't even _think_ about being with another girl! You caused all this you know! Look at him; he's weak and pathetic, caught off guard easily because he's preoccupied with thoughts of you! Thoughts _only_ of you! You caused this!"

"…why you…" Summoning up a higher disarming spell, one that would paralyze her, she faked an attack before launching her spell.

Once that was accomplished, Kai's hands being physically able to not move, her mouth sealed shut, unable to utter a spell or even call out for help, Gwen placed Ben's hurting body gently about the floor, his Omnitrix timing out and revealing the sweaty weakened form of her cousin. Rising she turned towards the even increasingly worried Kai, her lips forming into a straight line she examined the woman.

Her long black hair was even longer than from when she was a kid, the streaks of blue darkening her features even more so than her skin tone of natural shade; her eyes were vacant, void of any real compassion or feeling.

"Kai…"

"Mmmh-hmm" Gwendolyn couldn't help but smirk at this. "Cat gotcha tongue?" At the sudden trashing about from the antagonist from the situation, Gwendolyn went out into a full on laughing riot before being stopped abruptly with a hit to her back. Scratching her hands and knees due to the unpredicted blow, she gripped what she could of the dirt filled floor and raised back up to face her assailant.

Growling she muttered Charmcaster's name before preparing to attack, she stopped herself though when she found Charmcaster smiling.

"Your looking well Gwendolyn, too bad I can't say the same about Benjamin here though…" lifting her hand sinuously, like poetry in motion she used her invisible grip around Ben's body to protect her as she placed his hovering form before her.

"Let him go!-" "Un-ah-Uh Gwendolyn, I don't like it when people are shouting, my hand might slip…and if my hand slips, well then, I'm not sure how Benjamin will fair…" Brows scrunching in anger and consternation, Gwen reminded herself to breathe and analyze the situation before heading straight into whatever traps laid out before her, like Benjamin usually did.

"Now, be a good little girl…oh my, can't say that anymore can I? Well, who cares really- you're _always_ going to be little in my eyes…" laughing softly she returned to her demand. "Let Kai loose, I don't like my apprentice being so quiet."

"Let Ben go first."

"Oh?...so you can attack me together? I think not."

"Oh and letting Kai go is sooo much better, yeah right!" Gwen scoffed before noticing Edwin's and Grandpa's figure behind Charmcaster's form. Staying quiet she returned her sights back to Charmcaster's inquisitive eyes, quickly she knew she had to pay the distraction.

"Aren't you still bent out of shape that I have more magical talent that you? That you need an _apprentice_, a bad one at that if I do say so myself, just too even **attempt** to beat me? I mean come on Charmy, dont'cha know when to call the quits? Your uncle sure knew."

"Why you…." Lifting Ben's body into the air, Gwen's eyes widened in fear. "I'll make you regret your words!! Levitus Dementius!" Watching as Benjamin's figure was thrown across the air, Gwen knew she had to try to catch him, knew that Charmcaster would be distracted.

"Grandpa, Edwin, NOW!" As she spun around on her heel, quickly casting a "momentum incredio" spell to quicken her running speed, she reached Ben's falling form and quickly using her martial arts skills to jump to an abnormal height, caught Ben gracefully and hovered to the ground below cautiously, where he slowly moved away from her grip and placed his feet steadily upon the floor.

"Gwen….dolyn, Ugh, damn that smirks…" She smiled up at him, him being much taller than herself and sighed in relief.

"I was worried; you weren't waking up or fighting back…not like you at all Benjamin, what was up?" He laughed nervously and scratched the back of his head before winking.

"Just wanted to see if you'd come and save me, that's all."

"Benjamin Tennyson!!!" About to reflexively smack him, she stopped herself before smirking deviously. "Repelso Argumendo!" A short blast of golden light formed between Ben and she and Benjamin soon found with each time he tried coming near Gwendolyn he was repelled back at least three feet. Grudgingly he muttered a 'no fair' while he sulked all the way back to the rest of the team.

The site was as expected, Charmcaster wrapped in a magical binding chain, Kai in toll, Gwendolyn's spell still in effect from earlier. Edwin was eyeing the cousins curiously but spoke not a word as he called up the military police to come recapture the escapees.

"Are you alright Ben?" Benjamin nodded and gripped his grandfather's shoulders.

"Yeah old man, why don't you say I treat ya to a nice hot cup of tea?" Max smiled and then laughed.

"I hope you are offering more than just tea, I'm starved." Ben laughed along with his grandfather before turning back to the engaged couple. "You two coming?" Edwin frowned at Ben conspicuously before turning back to Gwendolyn. She looked torn between the two but knew what she had to do.

"I think I'm going to go have dinner with Edwin, thanks for the offer…_Cuz_." The latter part of her response was void of any real conviction but she said it to try and convince her fiancé, she seemed to have done as such when he pulled her into his arms and kissed her temple lightly.

"Finally, let's go to this nice little town house restaurant I saw a couple of streets north." As they left Ben stared at their retreating form, the moment Edwin stopped chattering Gwendolyn quickly glanced back at him and frowned an apology, he seemed to accept it. It was after all, what they were use to.

"Hey Ben, I think we should go to that diner down the street, they have some good burgers…Ben?"

But it still didn't make it hurt any less.

"Yeah…sure Gramps."

**I know lame chapter, and nothing of when they were younger, I kind of just wanted to get the confrontation between Charmcaster/Kai and Gwen out of the way before I focus back on the problem within the triangle and the shifts in present and past. Please bare with me and Review to show your support! –hugs-**


	6. A fleeting dream?

**Whoa, its been forever since I've last updated huh? Yeah, sorry about that…I kind of got caught up with my other stories, my AMVs and well, life. Plus Ben10 wasn't airing any new episodes so I guess my inspiration was cut, but good news is that this past Saturday was a new episode and even though It wasn't very BenGwenish it still gave me enough motivation to continue this pathetic piece of- **

**Anywho, don't own. Thanks for all the reviews darlings. Those keep me going as well.**

**Special shout out to KitsunexMaxwell, I haven't spoken to her in awhile, hope your alive, but still ever thinking of you (non lesbian XD) when Ben10 comes about. So update your damn story too!**

**X**

"I'm home!" The door shuts behind her and the desolate surrounding is unnerving. "Ben? Grandpa…?" When no answer comes she sighs and contemplates back to the farewell she had with Edwin after their dinner.

"_It was a great dinner Edwin, thanks, but after today's events I think I am going to go back home and just get some rest…" tip-toeing to kiss her __**fiancé **__on the cheek she turns smugly before being caught by the wrist. "Ed-win?"_

"_Where are you going, home is this way…" Eyed widening, Gwendolyn quickly recomposes herself before nodding nonchalant. "Gwendolyn?"_

"_I-um, right, home with…you?" He stares at her blankly before nodding in a 'duh' notion. "Well, I meant, home as in the command center, you know, with uh…-"_

"_With Ben?" The way he said her cousin's name made shivers go down her spine but instead of confirming his guess, she smiles. _

"_Well, I guess he's included in the package despite how horrific the idea." He smirked at this slightly and she inwardly sighed with relief. "I just want to make sure that Charmcaster is locked up for good, once that's done I think I'll take a relaxing nap, clean up that pigsty a little and then…um, go to my, real, home. Yeah."_

_Letting go of her, Edwin sighed before passing a hand through his hair. "Fine, you always were so dedicated to the crime fighting business," Pausing, a glint came about his eyes and Gwendolyn almost cringed at the sight. "When we're married…things will change." Leaning in to kiss her Gwendolyn side stepped him resulting in his stumble._

"_Ah!"_

"_Eh-Heh, Edwin! Sorry, so sorry, I just, I feel a little…under the weather, here let me help you-" Stepping back she gasped as he slightly slapped her hand away._

"_I'm fine."_

"_I was just trying to…" Falling silent she watched as he wiped some invisible dirt of his pants and fixed his collar. "I think I'll just be going then."_

"_Gwendolyn." Turning slightly to acknowledge his call, he continued. "I don't know what's going on with you…but, I really hope you aren't reconsidering our marriage." She turned to him fully then and his eyes looked so somber, so sad. "I love you Gwendolyn, and I…Heh, let's forget the way this evening ended, shall we?" Kissing her cheek softly, a pat on her back to follow he turned away from her. "Get _home _safe." _

"I shouldn't have said this was home…I have my own home, my own life with…Edwin, not here, wait-" Bringing her hands to her head as if to drain the idiocy of her words she whimpered softly. "I'm going crazy, this isn't even my world!! I belong back to when I was 10 with the way my mind is going! This is insanity! Instead of living this life in confusion I should be looking for a way to get everything back to way it use to be!"

Walking steadily through the corridor and main room, Gwen quickly looked through the control panels set up and the machinery around it. "Something…anything, anything that could help me…_please_, if there is a God…"

"Gwendolyn?" Shoulders tensing, the female under question turned around slowly to accommodate the call of her name.

"Ben! Haha, what a…surprise! To see you…here, at your base…" Smirking with his arms crossed Benjamin Tennyson walked up to her and wrapped her in his arms securely, no hesitation on his part.

"Aren't you supposed to be out with Edwin?" She found herself nodding numbly, his touch leaving her basically invalid. His deep chuckle rumbled throughout her and she smiled softly into his chest, all thoughts of finding a way to reverse this madness fleeting her. "So, couldn't stand to be away from me for so long?"

"Ben…you're the one that can't stand to be away from _me._" another chuckle emitted from him and she clung to him, gripping his back tightly. "I've missed you…" She felt his body ease into her, around her, constricting itself amongst her small frame.

"I've missed you too." Pulling away from her slowly, a little protest on her part as she tried to allow her face to sink into his chest. He laughed at this. "Come on Gwen," his voice full of mirth. "Why don't we lie down? Today was a little rough huh?"

She shook her head and brought her hand up to cup his face. "Let's just stand here, for a little while…okay?" He stared at her for a little bit before nodding. "Thank you." Burying her head into his chest once more she took in his scent and found that it could lure her to sleep right then and there if she wasn't careful.

"Are you….okay?" She nods mutely and he places his hand on her head, caressing her locks.

"I am, now that you are here. I am." She felt his hand run down her arm, passing by her elbow, coming in within himself as he reached for her hand that was fisting itself amongst the cloth covering his chest. He felt her engagement ring. "My ring…" He kept playing with it, and she wanted to cry.

"No…" he didn't stop. "….no…" his touch became weaker but it was still relentless. "…it shouldn't be like this, it shouldn't be like this."

His touch became even further away from her mind.

_You know? I never did get you a gift for our birthday…_

_You're admitting that we share the same day? Why Ben, I'm shocked._

_Hey, shut up, and just take this. _

…_Ben…_

_Yeah well, don't ever say I never gave you nothing._

_You're grammar is as bad as ever…_

…_Gwen…you just-_

_Yeah, it's a kiss- imbecile, and it's my gift._

…_oh, hey! That's unfair, I actually got you something! Hey, Gwen, Get back here!_

Her legs move under the covers and he watches them with a mist over his eyes as he takes her collarbone with his lips, his hands holding her own in place around his neck.

_The stars are nice huh? _

_Yeah…Hey, Ben?_

_Hmm…?_

_Do you think…well, us, do you think this is, wrong?_

_What-why?_

_I…I don't know, there's something I should tell you actually, It's about the…well, remember when we went to the future and you were an insane doofus?_

_Hey! I was just trying to save the world, as always…__**maybe**__ I was a little mean but-_

_That's besides the point…_

_Well then, spit it out already nerd._

"Ben…" She grips his head of hair and pulls him down to her, enveloping her lips with his own, pressing her body against his as they conjoin to become one.

_The future me, well, she told me to…my time with you, to "treasure it while you still can."…So, I am but-_

_Whoa, whoa, are you saying that that's why you had been acting weird and-_

_Hey! You were the one that got jealous over Edwin and __**kissed **__me!! _

…

_Don't you __**dare**__ give me that smile Benjamin Tennyson!_

…

…_Okay…I give in._

He lies beside her, his arm wrapped securely over her naked torso, bringing her as close to himself as possible, never wishing to let go.

She lies beside him, arms laid out loosely beside her, face pointed to the ceiling, eyes drawn to one particular space as her mind contemplates numbly what she has gotten herself into.

Her engagement ring is tossed idly about the bedside table, staring at her, judging her.

She stares it down.

_Ben, remember when those knights kidnapped you and made you dream about the best day of your life? _

_Yup._

_What did you dream about before we got there? And why was I serving you a snack when I did get there?_

_Hehe…that's for me to know and for you to find out._

_Ben!_

_Okay, okay, geez, don't have to get all crazy female on me! I dunno, you were just…being nice, openly you know? In front of everyone, acting as if you really cared about me._

_Ben…_

_Yeah, whatever…_

_Ben, come here-come __**here!**_

_Ow! My arm, don't drag me…what are you-hey, hey!…Oh. Oh, okay…_

_I do care about you Ben, a lot; you better know that by now. I don't risk my life for anyone._

_Yeah you do Ms. I want to play hero with my little magic spells._

_Take that back!_

_Make me!_

_Fine!!!_

…

_AH!!_

_Hehe…_

_NO FAIR!_

…

…_tackling me won't get me to-…-okay, I'm sorry._

_Thank you!_

_Kissing is not playing by the rules either._

"Where are you going? It's late…come back to bed Gwendolyn."

"I'll only be a minute." She kisses him softly before backing away slowly, a smile on her lips as she catches one last glimpse of his already back to sleep form. Wandering the halls she finds a peculiar room that her mind just doesn't recognize and curiosity getting the better of her she draws near until she goes inside completely.

The lights were on but everything still seemed blurry, unfocused. "What is this place?" There are pods all around, holding what seems to be criminals and aliens alike and soon she finds her stomach doing flip flops, something about this place…

"I'm probably just imagining things, so many events and objects around here, my surroundings have altered and I have yet to understand as to what was the….cause…oh my god." Bringing her hands up to her mouth she looks around the room frantically.

"When…I brought my younger self to the future, when…I, told her…here in this room…" Falling down to her knees, a haze of images ran at her as she clutched her head in pain.

"_Ugh_…**ahh!!!!** I-uh….treasure it, treasure, while you, while…still can." Nodding as if trying to confirm the words to be true to herself she falls back on her bum and throws her head up, the pain almost too excruciating to bear.

"She…_I, _I altered events. I, Ben and I-" Suddenly the pain stopped and all she saw in front of her was the normal room, nothing of consequence. Standing up slowly, cautiously she looked around for anything to be alarmed for, once finding nothing she sighed and straighten her night clothes which was Ben's overly large shirt.

Walking out the room she knew what she had to do. Confront Ben. Tell him what happened and see if what she had done had caused any consequences down the line. Maybe, maybe this was just a test, to alter the future; does that mean she could rewind time? Change the past, as well? Before all this had happened, she knew how the world was, how distant she and Ben had become, how she had been alone, unengaged, uninvolved, all effort spent on trying to help Ben in any meager way she could.

Yet now, now she was secretly gallivanting off with her cousin behind her fiancé's, Edwin's, back. She was on the front line with Ben, and the enemies seemed to be well encaged, but to what extent? Was this really the picture perfect life with the minor, secret blemishes as it seems to be?

Was there something else hidden away, deep down and dark, locked away from all to see?

She had to worry, she knew not all was as it seems…Edwin, something told her that things were going to go from bad to worse in a matter of days. It was up to her to figure out a way to stop the catastrophe from happening.

She found, the biggest fear that occupied her at the moment was, what if, all this was nothing but a fleeting dream? What if, all of this, was never meant to happen at all?

* * *

**Okay, kill me for the short update but hopefully since Ben10 seems to be playing new eps now every Saturday it would serve as a good muse and I will be able to get the next chapter out much more quickly, within a week from today, maybe.**

**Reviews help to inspire and bring a smile to my face, so please, if you have time to read, take one extra second to review, kay? Love ya all!**


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